i) Characteristics that Qualify a Person to be Appointed as Company Secretary:

The directors shall not appoint a person as a Company Secretary unless that person:

• Has obtained a professional qualification or a tertiary level qualification that enables that person to have the requisite knowledge and experience to perform the functions of a Company Secretary.
• Has held office, before the appointment, as a Company Secretary trainee or has been articled under the supervision of a qualified Company Secretary for a period of at least three years.
• Is a member in good standing of:
  • The Institute of Chartered Secretaries and Administrators, or
  • The Institute of Chartered Accountants, Ghana,
• Having been enrolled to practice, is in good standing as a barrister or solicitor in the Republic, or
• By virtue of an academic qualification, or as a member of a professional body, appears to the directors as capable of performing the functions of secretary of the company.

(Any 3 points @ 2 marks each = 6 marks)

ii) Fiduciary Duties of a Company Secretary:

• Confidentiality: The Company Secretary cannot, with the insights it has gained from a company, disclose corporate matters, including corporate secrets, to outsiders.
• Diligence: The Company Secretary must carry out his, her, or its duties conscientiously and timeously – in a word, with diligence. Any tardiness on the part of the Company Secretary is bound to adversely affect the governance of the company, such as with respect to Board and General Meetings, filings with the Registrar of Companies, and other compliance matters, as well as the quality of its management.
• Faithfulness: Faithfulness includes avoiding a conflict of interest or making a secret profit. A Company Secretary must not place himself, herself, or itself in a position where he, she, or it is more interested in his, her, or its welfare than in that of the company. For example, one cannot, as a Company Secretary, set up a rival business or make a private deal that should properly go to the company.

(Any 3 points @ 2 marks each = 6 marks)

iii) Types of Company Secretary:

• Member Secretary: In this category, the secretary is part of the board and a member of the board meeting who is also responsible for recording the deliberations of the meeting. Records of the members present will include the secretary, but where he/she is a non-member secretary, the record will indicate that the secretary is under ‘In attendance’.
• Non-member Secretary: The argument in favor of this category is that one cannot effectively fully participate in deliberations and then fully or fairly record proceedings.
• Professional Secretary: This involves the practice that touches on company administration and secretarial services. Legal and paralegal services will be delivered by lawyers, chartered accountants, chartered secretaries, and most commonly solicitor secretaries.
• Executive Secretary: An organization may employ a secretary as part of its full-time staff, and his or her schedule will include executive responsibilities such as serving as secretary to the board, acting as chief administrative officer, and/or being the Registrar of the organization. Examples of such positions can be found in Public Universities, Ghana Energy Commission, Law Reform Commission, etc.

(Any 2 points @ 1.5 marks each = 3 marks)